SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
( x ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 3, 1994
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-302
-----
ARVIN INDUSTRIES, INC.
- ----------------------
(Exact name of Registrant as specified in its charter)
Indiana 35-0550190
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Noblitt Plaza, Box 3000
Columbus, IN 47202-3000
- ---------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(812) 379-3000
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities and Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X NO .
--- ---
As of August 8, 1994, the Registrant had outstanding 22,192,231
Common Shares (excluding treasury shares), $2.50 par value.
<PAGE>
ARVIN INDUSTRIES, INC.
Part I. Financial Information
Consolidated Statement of Operations
Three Months and Six Months Ended
July 3, 1994 and July 4, 1993
Consolidated Statement of Financial Condition
July 3, 1994 and January 2, 1994
Consolidated Statement of Cash Flows
Six Months Ended July 3, 1994 and
July 4, 1993
Condensed Notes to Consolidated Financial Statements
Management's Discussion and Analysis of
Financial Condition and Results of Operations
<PAGE>
<TABLE>
ARVIN INDUSTRIES, INC. AND SUBSIDIARIES
- ---------------------------------------
Consolidated Statement of Operations
(Dollars in millions except per share amounts)
<CAPTION>
(UNAUDITED)
------------------------------------------
Three Months Ended Six Months Ended
-------------------- ------------------
July 3, July 4, July 3, July 4,
1994 1993 1994 1993
--------- --------- -------- ---------
<S> <C> <C> <C> <C>
NET SALES $539.3 $497.2 $1,018.5 $950.3
COSTS AND EXPENSES:
Cost of goods sold 451.4 412.6 858.1 795.1
Selling, operating general
and administrative 49.0 48.6 96.6 99.0
Corporate general and
administrative 3.5 4.2 6.0 7.9
Interest expense 11.1 9.2 20.7 18.8
Interest income (0.4) (0.4) (0.9) (1.0)
Other expense (income), net 1.2 (0.3) 5.0 0.2
-------- ------- ------- -------
515.8 473.9 985.5 920.0
-------- ------- ------- -------
EARNINGS FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES 23.5 23.3 33.0 30.3
Income taxes (9.7) (9.3) (13.6) (13.0)
Minority interest (income)/loss (0.5) 0.3 (0.8) 0.8
Equity earnings of affiliates 0.7 1.2 0.5 3.1
------- ------ ------ ------
EARNINGS FROM CONTINUING OPERATIONS 14.0 15.5 19.1 21.2
------- ------ ------ ------
Income from discontinued operations,
net of income taxes of $0.0, $0.8,
$0.1 and $1.2 respectively 0.0 1.0 0.2 1.4
------- ------ ------ ------
NET EARNINGS $14.0 $16.5 $19.3 $22.6
------- ------ ------ ------
EARNINGS PER COMMON SHARE:
Primary Earnings Per Share:
Continuing Operations $0.63 $0.70 $0.85 $0.95
Discontinued Operations $0.00 $0.04 $0.01 $0.07
Total $0.63 $0.74 $0.86 $1.02
Fully Diluted Earnings Per Share:
Continuing Operations $0.59 $0.65 $0.83 $0.91
Discontinued Operations $0.00 $0.03 $0.01 $0.06
Total $0.59 $0.68 $0.84 $0.97
AVERAGE COMMON SHARES OUTSTANDING
Primary 22.4 22.4 22.4 22.3
Fully Diluted 25.8 25.8 25.9 25.7
DIVIDENDS PER COMMON SHARE $0.19 $0.19 $0.38 $0.38
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
ARVIN INDUSTRIES, INC. AND SUBSIDIARIES
- ---------------------------------------
CONSOLIDATED STATEMENT OF
FINANCIAL CONDITION
(Dollars in millions)
<CAPTION>
(UNAUDITED)
-----------------------------
JULY 3, JANUARY 2,
1994 1994 (1)
--------- ----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $24.8 $34.3
Receivables, net of allowances 324.5 242.9
Inventories 118.4 108.3
Other current assets 75.9 75.1
--------- --------
Total current assets 543.6 460.6
--------- --------
NON-CURRENT ASSETS:
Land, buildings, machinery
& equipment (at cost) 843.2 791.4
Less: Allowance for
depreciation 438.2 403.2
-------- --------
405.0 388.2
Excess of cost over acquired
net assets 184.9 185.3
Investment in affiliates 86.0 84.0
Net assets of discontinued
operations 43.8 41.0
Other non-current assets 57.7 71.0
--------- --------
Total non-current assets 777.4 769.5
---------- --------
TOTAL ASSETS $1,321.0 $1,230.1
---------- --------
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY:
<S> <C> <C>
CURRENT LIABILITIES:
Short-term debt $21.4 $8.0
Accounts payable 198.1 153.3
Accrued expenses 91.0 80.7
Income taxes payable 8.7 0.0
-------- --------
Total current liabilities 319.2 242.0
-------- --------
Accrued employee benefits 54.8 52.4
Deferred income taxes and other 22.5 23.3
Long-term debt 424.8 432.4
Minority interest 61.2 59.3
-------- --------
Total non-current liabilities 563.3 567.4
-------- --------
SHAREHOLDERS' EQUITY:
Capital stock:
Preferred shares (no par value,
authorized 8,978,058 in 1994
and 1993; none issued and
outstanding) -- --
Common shares ($2.50 par value) 60.3 60.2
Capital in excess of par value 206.2 204.8
Retained earnings 238.3 227.3
Cumulative translation adjustment (22.1) (26.7)
Common shares held in
treasury (at cost) (44.2) (44.9)
--------- ---------
Total shareholders' equity 438.5 420.7
----------- ---------
TOTAL LIABILITIES AND STOCK EQUITY $1,321.0 $1,230.1
----------- ---------
<FN>
(1) Certain amounts have been reclassified to conform with current year
presentation.
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
ARVIN INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(Dollars in millions except per share amounts)
(Unaudited)
<CAPTION>
Six Months Ended
--------------------
July 3, July 4,
1994 1993
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net earnings $19.3 $22.6
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation 35.9 32.7
Amortization of intangibles 3.4 3.1
Deferred income taxes, long-term (1.5) (1.0)
Other (0.6) 1.8
Changes in operating assets and liabilities:
Receivables (83.1) (23.2)
Inventories and other current assets (11.7) 2.7
Payables and other accrued expenses 55.5 12.0
Income taxes payable and deferred taxes 9.4 (11.4)
-------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 26.6 39.3
-------- --------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (39.3) (44.6)
Acquisition, net of cash (7.5) --
Proceeds from sale of property, plant
and equipment 0.3 3.3
Proceeds from long-term receivables 12.6 --
Other -- (0.3)
-------- --------
NET CASH USED FOR INVESTING ACTIVITIES (33.9) (41.6)
-------- --------
FINANCING ACTIVITIES:
Change in short-term debt, net 14.2 7.7
Proceeds from long-term borrowings 75.0 --
Principal payments on long-term debt (83.2) (1.6)
Purchase of treasury shares - (0.1)
Exercise of stock options 1.2 7.6
Dividends paid (8.3) (8.3)
Other 0.2 1.4
-------- --------
NET CASH (USED FOR) PROVIDED BY FINANCING
ACTIVITIES (0.9) 6.7
-------- -------
CASH AND CASH EQUIVALENTS:
Effect of exchange rate changes on cash 0.2 (1.2)
-------- --------
Net (decrease) increase (8.0) 3.2
-------- --------
Beginning of the year, including cash
and equivalents of discontinued operations 39.1 14.6
-------- -------
End of the quarter, including cash and
equivalents of discontinued operations 31.1 17.8
-------- -------
<FN>
See notes to consolidated financial statements
</TABLE>
<PAGE>
ARVIN INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited
consolidated financial statements have been prepared in accordance
with the accounting policies described in the Company's Annual
Report to Shareholders and Form 10-K and contain all adjustments
necessary to present a fair statement of the results of operations
for the periods reported. All such adjustments are of a normal
and recurring nature.
2. The results of operations are not necessarily indicative
of the results to be expected for the full year.
3. Effective April 14, 1994, the Company adopted a plan to
sell its Schrader Automotive unit (Schrader). Accordingly,
Schrader is reported as a discontinued operation at July
3, 1994, and the consolidated financial statements have been
reclassified to report separately the net assets and
operating results of Schrader. The Company's prior years'
continuing operating results and financial position have been
reclassified to exclude Schrader's operating results and net
assets to be sold.
Net assets of the discontinued operation at July 3, 1994
consist of assets amounting to $64.3 million and liabilities
of $20.5 million. The selling price is expected to approximate
Schrader's book value at the time of the closing of the
transaction plus selling expenses. Schrader's revenues for the
six months ended July 3, 1994 and July 4, 1993 were $45 million
and $46 million, respectively.
4. There were options for 1,877,212 and 1,549,680 common
shares outstanding as of July 3, 1994 and July 4, 1993,
respectively. Earnings per share calculations include the
dilutive options in the determination of the weighted average
common and common equivalent shares outstanding. Interest
paid, net of tax, on the 7.5% convertible subordinated
debentures is added to net earnings in calculating fully
diluted earnings per share.
5. The Company's method of pooling by individual natural
inventory components (e.g., steel, substrate, labor and
overhead) in computing an overall weighted average index
that is applied to the total dollar value of the ending
inventory makes it impractical to classify LIFO inventories
into the finished goods, work in process and raw material
components.
6. The Company is defending various environmental claims
and legal actions that arise in the normal course of business,
including matters in which the Company has been designated a
potentially responsible party at certain waste disposal sites
or has been notified that it may be a potentially responsible
party at other sites as to which no proceedings have been
initiated. The remediation method, amount of remediation costs
or the allocation among potentially responsible parties has not
been determined at the majority of these sites.
<PAGE>
ARVIN INDUSTRIES, INC. (Notes Continued)
At the Company's former Platt Saco Lowell operations, the Company
is a participant with the EPA and the current owner in a corrective
action proceeding under the Resource Conservation and Environmental
Recovery Act. Ground water and surface treatment facilities have
been installed as interim measures. A final phase remediation
feasibility study is expected to commence in 1995 to identify
potential remediation alternatives and related cost estimates.
Pending completion of such study, the Company does not possess sufficient
information to reasonably estimate its remediation costs at Platt
Saco Lowell.
The Company has provided for reasonably estimable costs of study,
cleanup, remediation and certain other environmental matters, taking
into account, as applicable, available information regarding site
conditions, potential cleanup methods and the extent to which other
parties can be expected to bear those costs. The Company does not
expect that resulting liabilities beyond provisions already recorded
will have a materially adverse effect on the Company's financial
position.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Sales from continuing operations for the quarter ended July 3,
1994 were $539 million, representing an increase of $42 million,
or 8 percent, over second quarter 1993 sales of $497 million.
Year-to-date 1994 sales from continuing operations were $1,019
million, a 7 percent increase over 1993 six-month sales of $950
million. Second quarter 1994 earnings from continuing operations
were $14 million, a decrease of $1.5 million or 10 percent when
compared to 1993 second quarter earnings of $15.5 million. Earnings
from continuing operations for the six-month period ended July 3, 1994
were $19.1 million, a decrease of $2.1 million or 10 percent from 1993
six-month earnings of $21.2 million. Primary earnings per common share
from continuing operations of $.63 in the second quarter of 1994
represented a $.07 per share decrease from the $.70 earnings per share
reported in the second quarter of 1993.
SEGMENT INFORMATION
AUTOMOTIVE ORIGINAL EQUIPMENT
Original Equipment ("OE") segment sales from continuing operations
increased $28 million, or 11 percent, to $279 million in the second
quarter of 1994 versus $251 million in the second quarter of 1993.
OE operating profit from continuing operations was 13 percent higher
at $15.2 million during the second quarter of 1994 versus $13.5 million
in the second quarter of 1993. During the first six months of 1994
OE sales from continuing operations were $537 million, an 8 percent
increase over sales of $495 million for the first six months of 1993.
OE operating profit from continuing operations increased 7 percent in
the first half of 1994 to $27.6 million versus $25.7 million in 1993.
Increased OE sales during 1994 were attributable to increased North
American light vehicle production, which was 441,000 units or 13 percent
higher than the second quarter of 1993 and 711,000 units or 9 percent
higher for the first six months of 1994. Additionally, increased
European demand, especially for catalytic converters, has contributed
to increased sales and earnings in the OE segment. Operating profit
was negatively impacted by additional operating costs incurred as a result
of a labor dispute at one of the Company's major North American steel
suppliers.
AUTOMOTIVE REPLACEMENT
Automotive Replacement ("Replacement") segment sales from continuing
operations increased $11 million, or 7 percent, to $178 million in
the second quarter of 1994 versus $167 million in the second quarter
of 1993. During the first six months of 1994 Replacement segment sales
from continuing operations increased 8 percent to $320 million versus
$297 million for the first six months of 1993. Replacement operating
profit from continuing operations for the second quarter of 1994
reflected a 8 percent increase to $21.2 million when compared to the
1993 second quarter's $19.6 million. Replacement operating profit
from continuing operations increased 18 percent to $28.9 million for
the first six months of 1994 versus $24.5 million for the same period
during 1993.
The increase in 1994 second quarter and year-to-date Replacement sales is
attributable to increased demand for products in the U.S. while
demand in Europe was comparable to 1993. The increase in Replacement
operating profit is associated with increased sales and productivity
gains in selling, general and administration.
<PAGE>
MANAGEMENT'S DISCUSSION (CONTINUED)
TECHNOLOGY
Technology segment revenues of $51 million for the second quarter of
1994 were 4 percent lower than the second quarter 1993 revenues of
$53 million. Revenues of $104 million for the first six months of
1994 were 2 percent lower than 1993 six months revenues of $106 million.
1994 second quarter operating deficit of $(0.5) million and year-to-date
operating deficit of $(0.4) million are below operating profit of $1.7
million and $3.0 million for the second quarter and year-to-date 1993,
respectively.
The operating deficits in this segment are the result of increased
competition and fewer government contracts which have eroded contract margins.
Additionally, general and administrative expenses have increased resulting
from the establishment of a separate headquarters capability for Space
Industries International, Inc. (SIII).
During the third quarter of 1993, the Company completed the combination
of the assets of its Calspan subsidiary with the assets of Space Industries,
Inc. Space Industries, Inc. had capitalized $18.2 million in costs related
to an Industrial Space Facility (ISF). The ISF represents the costs of
developing the technology necessary to design, integrate and operate a
man-tended orbital space facility. Until the U.S. Government makes decisions
regarding the scope, schedule and cost of the anticipated space station, the
future economic potential of the ISF is uncertain. SIII is no longer
accumulating costs on this project. The recovery of the capitalized costs
is dependent on SIII's future success in selling technology, related
services, or engineering designs of the ISF at profitable terms.
INDUSTRIAL
Industrial segment sales of $31 million for the second quarter
of 1994 increased $4 million, or 15 percent, when compared to
the second quarter 1993 sales of $27 million. Operating profit
of $4.5 million increased $1.1 million, or 32 percent, when compared
to the second quarter 1993 operating profit of $3.4 million. The
increase in sales and profits is attributable to growing demand
and increased market share in this segment.
Industrial sales of $57 million for the first half of 1994
increased $5 million or 10 percent relative to the first half
of 1993. Operating profit increased $0.8 million or 12 percent over
1993 year-to-date. Year-to-date profit increase was primarily the
result of strong demand in the second quarter more than offsetting
first quarter operating results, which were negatively impacted by
an unfavorable product mix.
CORPORATE GENERAL AND ADMINISTRATIVE expenses decreased 17% or $.7
million for the second quarter and 24% or $1.9 million in the first
half. The decreases are the result of reduced expenditures for employee
costs and professional services.
INTEREST EXPENSE for the second quarter of 1994 increased $1.9
million or 21% over the comparable quarter of 1993. Interest expense
for the first half increased $1.9 million or 10%. The increases
were a result of higher average borrowing rates on higher average
outstanding debt.
<PAGE>
MANAGEMENT'S DISCUSSION (Continued)
OTHER EXPENSE, NET increased $1.5 million for the second quarter and
$4.8 million for the first half. The increases are primarily the result
of higher currency translation losses, goodwill amortization, debt issuing
expense write offs and severance costs.
EQUITY EARNINGS FROM AFFILIATES decreased $.5 million for the second
quarter and $2.6 million for the first half. The decrease was primarily
attributable to operating and recessionary pressures in Europe, Australian
affiliate closure reserves and competitive pricing and material cost
increases in the United States.
INCOME TO MINORITY SHAREHOLDERS increased $.8 million for the second quarter
and $1.6 million for the first half. The increase is the result of 1994
earnings of the Company's Timax business unit. A portion of this business
unit was contributed to the 50/50 European joint venture with Sogefi S.P.A.
in the third quarter of 1993.
FINANCIAL CONDITION
LIQUIDITY
The Company's working capital increased $5.8 million from
year-end 1993 through July 3, 1994. The current ratio decreased from 1.9
at year-end 1993 to 1.7 at the end of the second quarter 1994.
On April 11, 1994 the Company filed a shelf registration with the
Securities and Exchange Commission. Under this filing, which became
effective April 22, 1994, the Company may issue up to $225 million
of various Arvin debt and equity securities. The proceeds from the
issuance of the securities will be used for general corporate purposes.
Based on the Company's projected cash flow from operations and
existing financing credit facility arrangements, management believes
that sufficient liquidity is available to meet its anticipated capital
and dividend requirements over the foreseeable future.
The funds generated from the sale of Schrader will be used to
reduce the Company's debt.
CAPITAL EXPENDITURES
1994 planned capital expenditures are adequate for normal growth
and replacement and are consistent with projections for future
sales and earnings. Current year expenditures are expected to be
funded from internally generated funds. During the first six
months of 1994 capital expenditures were $39.3 million, a
decrease of 13 percent from the $44.6 million expended during the
six months of 1993.
<PAGE>
MANAGEMENT'S DISCUSSION (Continued)
OTHER MATTERS
The Company is defending various environmental claims and legal
actions that arise in the normal course of business, including
matters in which the Company has been designated a potentially
responsible party at certain waste disposal sites or has been
notified that it may be a potentially responsible party at other
sites as to which no proceedings have been initiated. The
remediation method, amount of remediation costs or the allocation
among potentially responsible parties has not been determined at
the majority of these sites.
At the Company's former Platt Saco Lowell operations, the Company is
a participant with the EPA and the current owner in a corrective action
proceeding under the Resource Conservation and Environmental Recovery
Act. Ground water and surface treatment facilities have been installed
as interim measures. A final phase remediation feasibility study is
expected to commence in 1995 to identify potential remediation
alternatives and related cost estimates. Pending completion of such
study the Company does not possess sufficient information to reasonably
estimate its remediation costs at Platt Saco Lowell.
The Company has provided for reasonably estimable costs of study,
cleanup, remediation and certain other environmental matters, taking
into account, as applicable, available information regarding site
conditions, potential cleanup methods and the extent to which other
parties can be expected to bear those costs. The Company does not
expect that resulting liabilities beyond provisions already recorded
will have a materially adverse effect on the Company's financial
position.
On March 25, 1994 the Company purchased the European exhaust
manufacturer MTA Srl, located in Mosciano St. Angelo, Italy. MTA
manufactures car exhaust down pipes, catalysts and other related parts.
<PAGE>
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
The Company held the Annual Meeting of Shareholders on April 14, 1994.
Matters voted upon by proxy were: the election of five directors nominated
for three-year terms expiring in 1997; and the ratification of the Board
of Directors' appointment of Price Waterhouse as the Company's independent
certified public accountants.
The results of the vote in the election of directors for terms expiring
in 1997 were:
V O T E S U M M A R Y
-------------------------------------
WITHHELD/ BROKER
FOR AGAINST ABSTAINED NON-VOTE
---------- ------- --------- --------
James K. Baker 18,500,948 0 131,337 0
Robert E. Fowler, Jr. 18,519,601 0 112,684 0
Ivan W. Gorr 18,523,865 0 108,420 0
Richard W. Hanselman 18,516,999 0 115,286 0
Don J. Kacek 18,511,876 0 120,409 0
To ratify the Board of Directors' appointment of Price Waterhouse as
Arvin's independent certified public accountants for the current year:
18,332,766 46,261 253,258 0
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 - Computation of Earnings Per Share of Common Stock
(b) Reports on Form 8-K
None
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
ARVIN INDUSTRIES, INC.
----------------------
(Registrant)
R. A. Smith
Vice President-Finance &
Chief Financial Officer
W. M. Lowe, Jr.
Controller and Chief
Accounting Officer
Date: August 16, 1994
<PAGE>
<TABLE>
Exhibit 11
Arvin Industries, Inc.
Computation of Earnings Per Share of Common Stock
(amounts in millions except per share amounts)
<CAPTION>
Three Months Ended Six Months Ended
------------------ ------------------
July 3, July 4, July 3, July 4,
Primary Earnings Per Share 1994 1993 1994 1993
- -------------------------- ------- ------- -------- -------
<S> <C> <C> <C> <C>
Income from continuing operations $ 14.0 $ 15.5 $ 19.1 $ 21.2
Income from discontinued operation,
net of tax --- 1.0 0.2 1.4
------- ------ -------- -------
Net income to common stock $ 14.0 $ 16.5 $ 19.3 $ 22.6
------- ------- -------- -------
Average shares of common
stock outstanding 22.2 21.9 22.1 21.8
Incremental common shares applicable
to common stock options based on the
common stock daily average market
price during the period .2 .5 .3 .5
-------- ------ ------- -------
Average common shares, as adjusted 22.4 22.4 22.4 22.3
-------- ------ ------- -------
Earnings per average share of common
stock (including Common Stock Equivalents)
Continuing operations $ 0.63 $ 0.70 $ 0.85 $ 0.95
Discontinued operation 0.00 0.04 0.01 0.07
------- ------ ------- -------
$ 0.63 $ 0.74 $ 0.86 $ 1.02
------- ------ ------- -------
Fully Diluted Earnings Per Share:
- -------------------------------
Income from continuing operations $ 14.0 $ 15.5 $ 19.1 $ 21.2
Income from discontinued operation,
net of tax --- 1.0 0.2 1.4
------- ------ -------- -------
Net income to common stock $ 14.0 $ 16.5 $ 19.3 $ 22.6
Interest expense for 7.5% convertible
debentures, net of tax 1.1 1.1 2.2 2.2
------- ------ -------- -------
Net income to common stock, assuming
full dilution $ 15.1 $ 17.6 $ 21.5 $ 24.8
======= ====== ======== =======
Average shares of common stock
outstanding 22.2 21.9 22.1 21.8
Incremental commons shares applicable
to common stock based on the more
dilutive of the common stock ending
or average market price during the
period .2 .5 .3 .5
Average common shares issuable assuming
conversion of 7.5% convertible
debentures 3.4 3.4 3.4 3.4
-------- ------ ------- -------
Average common shares, assuming
full dilution 25.8 25.8 25.9 25.7
======== ====== ======= =======
Fully diluted earnings per average share of
common stock assuming conversion of all
applicable securities:
Continuing operations $ 0.59 $ 0.65 $ 0.83 $ 0.91
Discontinued operation 0.00 0.03 0.01 0.06
------- ------ ------- -------
$ 0.59 $ 0.68 $ 0.84 $ 0.97
======= ====== ======= =======
</TABLE>
